Notice of General Meeting & Proposed De-listing

 

TIDMIRE 
 
RNS Number : 6642P 
International Real Estate Plc 
30 March 2009 
 

International Real Estate Plc / Epic: IRE / Index: AIM / Sector: Property 
30 March 2009 
International Real Estate Plc ('IRE' or 'the Company') 
Notice of General Meeting & 
Proposed Cancellation of Shares trading on AIM 
 
 
International Real Estate Plc, the AIM traded European property investment and 
development company, announces that a General Meeting of the Company will be 
held at 12 p.m. on 23 April 2009 at the offices of Trowers & Hamlins LLP, 
Sceptre Court, 40 Tower Hill, London EC3N 4DX. The General Meeting will be held 
for the purposes of considering, and, if thought fit, passing a special 
resolution to approve the cancellation of the ordinary shares of 40p each in the 
capital of the Company to trading on the AIM market of the London Stock Exchange 
plc. 
 
 
A circular detailing the proposed special resolution was posted to shareholders 
on Friday 27 March 2009 and is also available on the Company's website at 
www.IREplc.com. 
 
 
FURTHER INFORMATION 
 
 
Timetable of Events 
+-------------------------------------------------------+--------------------+ 
| Despatch of announcement and circular                 |    27th March 2009 | 
+-------------------------------------------------------+--------------------+ 
| Latest time and date for receipt of Forms of Proxy    |    12 p.m. on 21st | 
| for the General Meeting                               |         April 2009 | 
+-------------------------------------------------------+--------------------+ 
| General Meeting                                       |    12 p.m. on 23rd | 
|                                                       |         April 2009 | 
+-------------------------------------------------------+--------------------+ 
| Expected time and date of cancellation of Ordinary    |   7a.m. 29th April | 
| Shares from admission to trading on AIM               |               2009 | 
+-------------------------------------------------------+--------------------+ 
| Expected date for dispatch of share certificates to   |      12th May 2009 | 
| those Shareholders who hold Ordinary Shares in CREST  |                    | 
+-------------------------------------------------------+--------------------+ 
 
 
1.     INTRODUCTION 
The Company has today announced the proposed cancellation of the admission of 
the Ordinary Shares to trading on AIM. 
 
 
The purpose of this announcement is to provide you with information on the 
De-listing and to explain why your Board considers De-listing to be in the best 
interests of the Company and its Shareholders as a whole and recommends that 
Shareholders vote in favour of the Resolution at the General Meeting which, if 
passed, will effect the De-listing. 
 
 
The notice of the General Meeting is set out at the end of the circular which 
has been posted to shareholders and can also be found on the Company's website. 
 
 
2.     BACKGROUND AND REASONS FOR THE PROPOSED DE-LISTING 
The Directors believe that the on-going costs of maintaining the Company's 
AIM-traded status are disproportionate to any potential benefits to the Company. 
The significant costs associated with complying with the AIM Rules would be 
better spent in the development of the business. Due to current market 
conditions, the ability to raise funds for the Company is not significantly 
enhanced by the Company's shares being traded on AIM and the Directors have 
concluded that the current investment climate is such that it is more 
straightforward for unlisted companies to raise finance than "small" public 
companies. Accordingly, in current difficult economic conditions, the Directors 
believe that it is right to minimise overheads and that any potential funding 
for the future development of the Company should more easily be secured by IRE 
becoming an unlisted company. 
 
 
3.    DE-LISTING 
 
 
The De-listing is conditional upon the consent of not less than 75 per cent. of 
votes cast by the Shareholders at the General Meeting. The General Meeting will 
be held on 23rd April 2009 and, subject to the passing of the Resolution, the 
Directors expect that the Company's trading facility on AIM will be cancelled 
with effect from close of dealings on 28 April 2009. 
 
 
Effective on De-listing, Sir Eric Parker and Michael Berges will step down as 
Non-Executive Directors and the Board would like to take this opportunity to 
thank them for all of their valuable assistance. 
 
 
The principal effects of the De-listing would be: 
(i)    There would no longer be a formal market mechanism enabling the 
Shareholders to trade their shares through AIM and the CREST facility would be 
cancelled; 
(ii)    The Company would not be bound to announce material events, nor to 
announce interim or final results; and 
(iii)    The Company would no longer be required or recommended to comply with 
any of the corporate governance requirements for quoted companies. 
 
 
The Board will: 
(i)    Continue to post certain information relating to the Company on the 
Company's website; 
(ii)    Continue to hold general meetings in accordance with the applicable 
statutory requirements and the Company's Articles of Association; and 
(iii)    Continue to send Shareholders copies of the Company's audited accounts, 
report of the Directors and the report of the auditors contained therein. 
 
 
4.    EFFECTING TRANSACTIONS IN THE ORDINARY SHARES FOLLOWING DE-LISTING 
 
 
If a shareholder retains their Ordinary Shares following De-listing, although 
the Ordinary Shares will remain freely tradeable, they will no longer be 
tradeable on AIM and no other formal facility (such as CREST) will be available 
to facilitate the trading of the Ordinary Shares. 
 
 
Those Shareholders who hold their Ordinary Shares in CREST will be sent share 
certificates for their holding on or around 12th May 2009. 
 
 
If a Shareholder wishes to effect a transaction in the Ordinary Shares following 
the De-listing: 
 
 
  *  If the Shareholder has identified a purchaser, the Shareholder may effect the 
  sale by signing and sending the duly executed and stamped stock transfer form, 
  together with the relevant share certificate, to the Company Secretary at the 
  registered office of the Company; or 
  *  If the Shareholder has not identified a purchaser, the Shareholder may notify 
  the Company Secretary of the number and price at which he or she would sell such 
  Ordinary Shares. On receipt of such notice the Company Secretary will, subject 
  to applicable laws, notify any person(s) it is aware of who has (have) shown an 
  interest in purchasing Ordinary Shares and provide the contact details of the 
  prospective seller to such person(s). The Company cannot provide any guarantees 
  that this will lead to any information being forwarded or a sale of such 
  Ordinary Shares. 
 
 
 
5.     GENERAL MEETING 
 
 
A notice of General Meeting is set out at the end of the circular that has been 
posted to shareholders, convening the GM to be held at 12 p.m. on 23rd April 
2009 at the offices of Trowers & Hamlins LLP, Sceptre Court, 40 Tower Hill, 
London EC3N 4DX at which the Resolution will be proposed, as a special 
resolution, to approve the De-listing. 
 
 
6.    ACTION TO BE TAKEN 
 
 
A form of proxy is enclosed with the circular that has been posted to 
shareholders for use, as applicable, in connection with the GM. Whether or not a 
shareholder intends to be present at the meeting, shareholders are requested to 
complete, sign and return the Form of Proxy to the Company's registrars, CAPITA 
Registrars plc, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon 
as possible and in any event so as to arrive not later than 12 p.m. on 21st 
April 2009. The completion and return of a Form of Proxy will not preclude a 
shareholder from attending the meeting and voting in person should you 
subsequently wish to do so. 
 
 
7.    RECOMMENDATION 
 
 
The Board believes that De-listing is in the best interests of the Company and 
the Shareholders as a whole and accordingly recommends that Shareholders vote in 
favour of the Resolution. Shareholders and Board members (including persons 
connected with them), who hold in total 82.78 per cent. of the Ordinary Shares, 
have informed the Board that they intend to vote in favour of the Resolution. 
 
 
** ENDS ** 
For further information please visit www.IREplc.com or contact: 
+-----------------+-----------------------------+-------------------------+ 
| Rolf L          | International Real Estate   | Tel: [phone]    | 
| Nordström       | Plc                         | 1480                    | 
+-----------------+-----------------------------+-------------------------+ 
| Daniel Akselson | International Real Estate   | Tel: [phone]    | 
|                 | Plc                         | 590                     | 
+-----------------+-----------------------------+-------------------------+ 
| David Anderson  | KBC Peel Hunt Ltd           | Tel: [phone]    | 
|                 |                             | 8900                    | 
+-----------------+-----------------------------+-------------------------+ 
| Oliver Stratton | KBC Peel Hunt Ltd           | Tel: [phone]    | 
|                 |                             | 8900                    | 
+-----------------+-----------------------------+-------------------------+ 
| Hugo de Salis   | St Brides Media & Finance   | Tel: [phone]    | 
|                 | Ltd                         | 1177                    | 
+-----------------+-----------------------------+-------------------------+ 
| Susie Callear   | St Brides Media & Finance   | Tel: [phone]    | 
|                 | Ltd                         | 1177                    | 
+-----------------+-----------------------------+-------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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